作者丨蒲凡 编辑丨张楠 来源丨 投中网 将投中网设为"星标⭐"，第一时间收获最新推送 并购流行起"差异化对价"。 最近一年，投资圈越来越流行"并购进入黄金时代"的说法。人们给出的理由主要有两个，一个是目前距离美元大放水时代已经整整过去了4年，创业者们 不再抱有幻想、投资人们没有了耐心，优质资产纷纷回到一个合理的估值区间，是抄底的好窗口；另一个是新"国九条""科创板八条"等一系列政策出 台，赋予了"并购"前所未有的正面定性，买方数量将大大增加。 近日，上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"）宣布将收购澎立生物医药技术（上海）股份有限公司（以下简称"澎立生物"）。交易对 手除了澎立生物实控人JIFENG DUAN控制的实体外，均是澎立生物的外部投资机构。经奥浦迈与交易对方充分协商，澎立生物100%股权的最终交易总 价约为14.51亿元。 这笔交易再一次复现了2023年底，歌尔股份收购驭光科技的操作，即相比最后一轮融资，收购折价近半。根据奥浦迈发布的公告， 澎立生物用2年半时 间完成了估值1460%的倍增，又在3年后出现了55%的折价，过程中"欲IPO而不得"，最终被一家营收规模、净利润都未明显强于自己 ...

将投中网设为"星标⭐"，第一时间收获最新推送 并购流行起"差异化对价"。 作者丨蒲凡 编辑丨张楠 来源丨 投中网 最近一年，投资圈越来越流行"并购进入黄金时代"的说法。人们给出的理由主要有两个，一个是目前距离美元大放水时代已经整整过去了4年，创业者们 不再抱有幻想、投资人们没有了耐心，优质资产纷纷回到一个合理的估值区间，是抄底的好窗口；另一个是新"国九条""科创板八条"等一系列政策出 台，赋予了"并购"前所未有的正面定性，买方数量将大大增加。 近日，上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"）宣布将收购澎立生物医药技术（上海）股份有限公司（以下简称"澎立生物"）。交易对 手除了澎立生物实控人JIFENG DUAN控制的实体外，均是澎立生物的外部投资机构。经奥浦迈与交易对方充分协商，澎立生物100%股权的最终交易总 价约为14.51亿元。 这笔交易再一次复现了2023年底，歌尔股份收购驭光科技的操作，即相比最后一轮融资，收购折价近半。根据奥浦迈发布的公告， 澎立生物用2年半时 间完成了估值1460%的倍增，又在3年后出现了55%的折价，过程中"欲IPO而不得"，最终被一家营收规模、净利润都未明显强于自己 ...

Core Viewpoint - Shanghai Aopumai Biotechnology Co., Ltd. plans to acquire 100% equity of Pengli Biological Medicine Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [16][17]. Meeting Procedures - The shareholders' meeting is scheduled for June 23, 2025, at 14:00, located at the company's office in Shanghai [8][9]. - Attendees must arrive at least 30 minutes early for registration and verification of their attendance [3][4]. - The meeting will follow a predetermined agenda for discussing and voting on proposals [3][4]. Proposals for Approval - The meeting will review several key proposals, including: - Proposal 1: Compliance with conditions for issuing shares and cash payment for asset acquisition [10][12]. - Proposal 2: Issuing shares and cash payment for asset acquisition [10][12]. - Proposal 3: Approval of the asset acquisition report [11][12]. - Proposal 4: Confirmation that the transaction does not constitute a related party transaction [11][12]. - Proposal 5: Acknowledgment that the transaction is a significant asset restructuring but does not constitute a restructuring listing [11][12]. Financial Details - The total assessed value of Pengli Biological's equity is approximately 1.452 billion yuan, with the final transaction price set at 1.4505 billion yuan [21]. - The share issuance price is determined to be 32.00 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [20][21]. - A total of 23,140,206 shares will be issued as part of the transaction, with cash payments amounting to approximately 740.49 million yuan [21][22]. Voting and Participation - Shareholders and their representatives have the right to speak, inquire, and vote during the meeting, with a limit of two speaking opportunities per person [4][5]. - Voting will be conducted through both on-site and online platforms, ensuring accessibility for all shareholders [6][8].

优化，成就与众不同 Optimization Makes Differences 证券代码：688293 证券简称：奥浦迈 上海奥浦迈生物科技股份有限公司 2025 年第一次临时股东大会 会议资料 二〇二五年六月 1 | 2025 | | 年第一次临时股东大会会议须知 4 | | --- | --- | --- | | 2025 | | 年第一次临时股东大会会议议程 7 | | 议案 | 1： | 11 | | 《关于公司符合发行股份及支付现金购买资产并募集配套资金条件的议案》 11 | | | | 议案 | 2： | 13 | | 《关于公司发行股份及支付现金购买资产并募集配套资金的议案》 13 | | | | 议案 | 3： | 32 | | 《关于公司<发行股份及支付现金购买资产并募集配套资金报告书（草案）>及其摘要的议 | | | | 案》 | | 32 | | 议案 | 4： | 33 | | 《关于本次交易不构成关联交易的议案》 33 | | | | 议案 | 5： | 34 | | 《关于本次交易构成重大资产重组但不构成重组上市的议案》 34 | | | | 议案 | 6： | 36 | | 《 ...

Core Viewpoint - Aopu Mai (688293.SH) has announced a plan to acquire 100% equity of Pengli Bio through a combination of issuing shares and cash payment, while also raising supporting funds [1][2][3] Group 1: Transaction Details - The transaction price for acquiring Pengli Bio is set at 145,050.07 million yuan, with an assessed value of 145,200.00 million yuan, reflecting an increase of 52,494.42 million yuan and a valuation increase rate of 56.62% [2] - Aopu Mai plans to raise 73,000.00 million yuan in supporting funds to cover cash payments, taxes, and intermediary fees related to the transaction [3] - The issuance price for the new shares will not be less than 80% of the average trading price over the 20 trading days prior to the pricing date [3] Group 2: Shareholder Structure and Control - Prior to the transaction, there are no related party relationships between the transaction parties and the listed company, and the transaction will not change the control of the company [4] - As of March 31, 2025, the controlling shareholders are Xiao Zhihua and He Yunfen, holding a combined 32.06% of the company's shares [4] Group 3: Historical Financials - Aopu Mai's initial public offering raised a total of 164,370.56 million yuan, with a net amount of 151,094.48 million yuan after deducting issuance costs [5] - The company originally planned to raise 50,266.54 million yuan for various projects, including a CDMO biopharmaceutical production platform and a cell culture R&D center [5]

Group 1 - The core point of the article is that Aopumai's acquisition of Pengli Bio reflects the collective anxiety within the biopharmaceutical industry, as both companies face performance pressures, making the merger appear as a means of mutual support during an industry downturn [2][7] - Aopumai plans to acquire Pengli Bio for 1.451 billion yuan, using a combination of cash and shares, with the board approving the proposal by a vote of 6 to 1, where the dissenting vote raised concerns about the necessity of the acquisition at this stage [2][3] - The acquisition features a differentiated valuation pricing model, where different types of shareholders receive varying valuations based on their roles and risk exposure, which is a departure from the traditional single valuation approach [3][4] Group 2 - Approximately 15 investors in the acquisition face a situation where the acquisition price corresponds to a valuation lower than their investment valuation, indicating a significant drop in value [4][11] - The acquisition valuation of 1.451 billion yuan represents a 54.94% decrease from Pengli Bio's pre-IPO financing valuation of 3.22 billion yuan, highlighting a significant decline in perceived value [11] - Aopumai's core business has shown a revenue increase of 22.26% to 297 million yuan in 2024, but the net profit has decreased by 61.04% to 21.05 million yuan, indicating underlying financial challenges [8][10] Group 3 - Both Aopumai and Pengli Bio are positioned within the CXO industry, facing similar growth challenges and complementing each other's business models, which enhances the strategic rationale for the merger [7][13] - The acquisition includes a performance commitment mechanism where 31 shareholders are involved, requiring Pengli Bio to achieve specific profit targets over the next three years, which adds a layer of accountability to the transaction [6][12] - The independent director's dissenting vote signals a cautious approach to the transaction, questioning the strategic necessity and potential financial burden of the acquisition on Aopumai [2][13]

Core Viewpoint - Aopu Mai is planning to acquire 100% of Chengli Bio for a combination of cash and stock, raising up to 730 million yuan, despite having significant cash reserves and a low debt ratio. The acquisition has raised concerns due to the presence of a dissenting independent director and discrepancies in valuation among different stakeholders [1][4][15]. Group 1: Acquisition Details - Aopu Mai intends to acquire Chengli Bio for a total valuation of 1.45 billion yuan, with a significant portion of the payment being in shares and cash [5][6]. - The acquisition involves 31 different counterparties, with notable discrepancies in the pricing offered to different stakeholders, leading to a "same stock different price" situation [6][8]. - Chengli Bio's financial performance has been declining, with projected net profit for 2024 expected to drop by 30% compared to the previous year [3][4]. Group 2: Financial Performance - Aopu Mai's revenue for 2023 and 2024 is reported at 243 million yuan and 297 million yuan, respectively, with year-on-year changes of -17.41% and +22.26% [2]. - The net profit for Aopu Mai has significantly decreased, with a drop of 48.72% in 2023 and 61.04% in 2024, leading to concerns about the necessity of the acquisition [2][3]. - Chengli Bio's revenue for 2022, 2023, and 2024 is reported at 256 million yuan, 318 million yuan, and 331 million yuan, respectively, with net profits of 57 million yuan, 65 million yuan, and 45 million yuan [3]. Group 3: Governance and Compliance Issues - An independent director, Tao Hua'an, voted against the acquisition, citing a lack of necessity for the merger at this stage, although specific reasons were not disclosed [4][5]. - Concerns have been raised regarding the relationship between the controlling shareholder of Chengli Bio and the largest stakeholder in the acquiring company, which may affect the compliance and governance of the transaction [10][13][14]. - The valuation discrepancies and the relationships among the stakeholders raise questions about the fairness and transparency of the acquisition process [8][13].

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on June 23, 2025, at 14:00 [1] - The meeting will take place at the company's conference room located at 28, Lane 908, Ziping Road, Pudong New District, Shanghai [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's network voting system from 9:15 to 15:00 on the day of the meeting [1][2] - Specific voting times include trading hours: 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete identity verification to vote online for the first time [5] Agenda Items - The meeting will review several proposals, including the issuance of shares and cash for asset acquisition and related fundraising [3][4] - Proposals include compliance with regulations regarding major asset restructuring and the independence of evaluation agencies [4][9] - The meeting will also address the company's future dividend plans for the years 2025-2027 [9][10] Attendance Requirements - Shareholders must be registered with the China Securities Depository and Clearing Corporation Limited by the close of trading on June 13, 2025, to attend [6] - Registration for attendance must be completed by June 16, 2025, either in person or via email [6][7] Contact Information - For inquiries, shareholders can contact Ma Xiaohan or Chen Hui at 021-20780178 or via email at IR@opmbiosciences.com [8]

Core Points - The company, Shanghai Aopumai Biotechnology Co., Ltd., is planning to acquire 100% equity of Pengli Biological Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment, which constitutes a significant asset restructuring [1][2][3] - The total transaction price for the acquisition is approximately RMB 1,450.5 million, with 51.05% paid through share issuance and 48.95% through cash [7] - The financial statements for the years 2023 and 2024 are prepared based on the assumption that the acquisition was completed on January 1, 2023, reflecting the financial position and operating results post-acquisition [3][4][5] Company Overview - Shanghai Aopumai Biotechnology Co., Ltd. was established on November 27, 2013, and is headquartered in Shanghai, with a registered capital of RMB 114.77246 million [1][2] - The company primarily engages in technology services, chemical product sales, and research and development of biochemicals and bio-based materials [1][2] Transaction Details - The acquisition involves multiple investors, totaling 31 parties, and does not constitute a related party transaction [2][3] - Pengli Biological, founded in March 2008, focuses on the research and development of new drugs and biopharmaceutical technologies for various diseases [3][4] Financial Reporting - The financial statements are prepared in accordance with the relevant accounting standards and reflect the company's financial condition and operating results for the specified periods [6][8] - The financial statements include a consolidated balance sheet and income statement, with specific notes detailing significant accounting policies and estimates [6][8]

Group 1 - The company plans to acquire 100% equity of Pengli Bio by issuing shares and paying cash, while also raising supporting funds from no more than 35 specific investors [1][2] - The stock of the company will be suspended from trading starting January 17, 2025, due to the uncertainties surrounding the transaction, and will continue to be suspended until January 24, 2025 [2][3] - The board of directors has approved the proposal for the acquisition and fundraising, with relevant documents published on the Shanghai Stock Exchange website [3] Group 2 - The transaction is subject to several conditions, including approval from the shareholders' meeting, review by the Shanghai Stock Exchange, and consent from the China Securities Regulatory Commission [4]